Anchorage Appointment and Provision of the Services Sample Clauses
Anchorage Appointment and Provision of the Services
Provision of the Services The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).
Terms of Appointment; Duties of the Bank 1.1 Subject to the terms and conditions set forth in this Agreement, each Trust, on behalf of itself and where applicable, its Portfolios, hereby employs and appoints the Bank to act as, and the Bank agrees to act as, its transfer agent for the authorized and issued Shares of the Portfolios, and as the Trust’s dividend disbursing agent with respect to the Portfolios. 1.2 Pursuant to such appointment, the Bank agrees that it will perform the following services: (a) In accordance with the terms and conditions of this Agreement and the Authorized Participant Agreements prepared by the Distributor, a form of which is attached hereto as Exhibit A, as in effect from time to time, the Bank shall: (i) Perform and facilitate the performance of purchases and redemption of Creation Units; (ii) Prepare and transmit by means of DTC’s book-entry system payments for dividends and distributions on or with respect to the Shares declared by each Trust on behalf of the applicable Trust; (iii) Maintain the record of the name and address of the Shareholder and the number of Shares issued by each Trust and held by the Shareholder; (iv) Record the issuance of Shares of the applicable Portfolio and maintain a record of the total number of Shares of each Portfolio which are outstanding, and, based upon data provided to it by each Trust, the total number of authorized Shares. The Bank shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares, which functions shall be the sole responsibility of each Trust. (v) Prepare and transmit to each Trust and each Trust’s administrator and to any applicable securities exchange (as specified to the Bank by the Trust or its administrator) information with respect to purchases and redemptions of Shares; (vi) On days that a Trust may accept orders for purchases or redemptions, calculate and transmit to the Distributor and such Trust’s administrator the number of outstanding Shares; (vii) On days that a Trust may accept orders for purchases or redemptions (pursuant to the Participant Agreement), transmit to the Bank, such Trust and DTC the amount of Shares purchased on such day; (viii) Confirm to DTC the number of Shares issued to the Shareholder, as DTC may reasonably request; (ix) Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request; (x) Extend the voting rights to the Shareholder for extension by DTC to DTC participants and the beneficial owners of Shares in accordance with policies and procedures of DTC for book-entry only securities; (xi) Distribute or maintain, as directed by each Trust, amounts related to purchases and redemptions of Creation Units, dividends and distributions, variation margin on derivative securities and collateral; (xii) Send to the National Securities Clearance Corporation on the evening of each trade day a portfolio composition file for each Trust displaying the individual securities and the weightings that make up the each Trust’s basket(s) for the following trade day; (xiii) Maintain those books and records of each Trust specified by such Trust in Schedule I attached hereto; (xiv) Prepare a monthly report of all purchases and redemptions of Shares during such month on a gross transaction basis, and identify on a daily basis the net number of Shares either redeemed or purchased on such Business Day and with respect to each Authorized Participant purchasing or redeeming Shares, the amount of Shares purchased or redeemed; (xv) Receive from the Distributor (as defined in the Participant Agreement) or from its agent purchase orders from Authorized Participants (as defined in the Participant Agreement) for Creation Unit Aggregations of Shares received in good form and accepted by or on behalf of each Trust by the Distributor, transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and pursuant to such orders issue the appropriate number of Shares of a Trust and hold such Shares in the account of the Shareholder for each of the respective Trusts; (xvi) Receive from the Authorized Participants redemption requests, deliver the appropriate documentation thereof to The Bank of New York as custodian for each Trust, generate and transmit or cause to be generated and transmitted confirmation of receipt of such redemption requests to the Authorized Participants submitting the same; transmit appropriate trade instructions to the National Securities Clearance Corporation and/or DTC, if applicable, and redeem the appropriate number of Creation Unit Aggregations of Shares held in the account of the Shareholder; and (xvii) Confirm the name, U.S taxpayer identification number and principle place of business of each Authorized Participant. (xviii) The Bank may execute transactions directly with Authorized Participants to the extent necessary or appropriate to enable the Bank to carry out any of the duties set forth in items (i) through (xvii) above and in accordance with each Participant Agreement, as applicable. (xix) Except as otherwise instructed by a Trust, the Bank shall process all transactions in each Portfolio in accordance with the policies and procedures mutually agreed upon between a Trust and the Bank with respect to the proper net asset value to be applied to purchases received in good order by the Bank or from an Authorized Participant before any cut-offs established by such Trust, and such other matters set forth in items (i) through (xvii) above as these policies and procedures are intended to address. (b) The Bank may maintain and manage, as agent for each Trust, such accounts as the Bank shall deem necessary for the performance of its duties under this Agreement, including, but not limited to, the processing of Creation Unit purchases and redemptions; and the payment of dividends and distributions. The Bank may maintain such accounts at financial institutions deemed appropriate by the Bank in accordance with applicable law. (c) In addition to the services set forth in the above sub-section 1.2(a), the Bank shall: perform the customary services of a transfer agent and dividend disbursing agent including, but not limited to, maintaining the account of the Shareholder, maintaining the items set forth on Schedule I attached hereto, and performing such services identified in each Participant Agreement. (d) The following shall be delivered to DTC participants as identified by DTC as the Shareholder for book-entry only securities: (i) Annual and semi-annual reports of each Trust; (ii) Trust proxies, proxy statements and other proxy soliciting materials; (iii) Trust (or Portfolio) prospectus and amendments and supplements thereto, including stickers; and (iv) Other communications as a Trust may from time to time identify as required by law or as such Trust may reasonably request. (v) The Bank shall provide additional services, if any, as may be agreed upon in writing by a Trust and the Bank. (e) The Bank shall keep records relating to the services to be performed hereunder, in the form and manner required by applicable laws, rules, and regulations under the Investment Company Act of 1940, as amended (the “1940 Act”) and to the extent required by Section 31 of the 1940 Act and the rules thereunder (the “Rules”), all such books and records shall be the property of each Trust, will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to a Trust on and in accordance with its request. At least annually, the Bank shall, upon a Trust’s request, provide the Trusts with the results of its latest SSAE-18 or equivalent control audit prepared by the Bank’s external auditors. In addition, the Bank shall participate, no more than once every 12 months, in the Trusts’ reasonable information security questionnaire process.